MUFG Union Bank Executed Contract 10554 — Santa Monica City Council, December 13, 2022 (part 2 of 2)

FORM 02341 (Rev. 08/2017) FORM
(CUSTOMER NAME (FROM SECTION 2 OF PAGE 1) REF. NO. 20180215085510

5. AUTHORIZED CALLERS
Complete this section to designate Authorized Callers who may initiate transactions, receive callbacks and receive advices. Individual Dollar Limits can not be combined.

List in order of Caliback priority. Line out unused spaces/lines.

Authorized Callers (Printed Name/Signature) Specify Individual Dollar Limit CALLBACK TELEPHONE NUMBER"
T. PRINTED NAME
Initiate Repetitive $

ADD OR DELETE WHO CAPHONE
Initiate Non-Repetitive $ CALLER
(Incoming Aduloss oniy)
LAST 4 DIGITS OF TIN Receive Callback $ Yes No

SIGNATURE
Same Person Callback $ UB TOKEN NO.: »
x CALLBACK TELEPHONE NUMBER
2 PRINTED NAME
Initiate Repetitive

ADD OR DELETE WINTERN
Initiate Non-Repetitive $ CALLER (heming Adviseg orty)
Ada Delete Yes No
SIGNATURE LAST 4 DIGITS OF TIN Receive Callback S
Same Person Callback $ UB TOKEN NO.:*
x CALLBACK TELEPHONE NUMBER'

3. PRINTED NAME
Initiate Repetitive $

ADD OR DELETE
Initiate Non-Repetitive $ CALLER
(Incoming Advicas only)
LAST 4 DIGITS OF TIN Receive Callback $ LAda Delato Yes No "SIGNATURE
Same Person Callback $ UB TOKEN NO.: *
CALLBACK TELEPHONE NUMBER"

4. PRINTED NAME $
Initiate Repetitive

ADD OR DELETE
Initiate Non-Repetitive $ CALLER
(Incoming Advicas oniy)
LAST 4 DIGITS OF TIN Receive Callback Add Deleta • Yes

SIGNATURE
Same Person Callback US TOKEN NO.: »
CALLBACK TELEPHONE NUMBER"

5. PRINTED NAME
Initiate Repetitve

ADD OR DELETE WRETCH TONE
Initiate Non-Repetitive CALLER (Incoming Aculons only)
LAST 4 DIGITS OF TIN Add Dulele Yes No
SIGNATURE Receive Callback
Same Person Callback $ UB TOKEN NO: -
CALLBACK TELEPHONE NUMBER*

5. PRINTED NAME
Initiate Repetitive
- ADD OR DELETE
Initiate Non-Repetitive CALLER ting Advicas onlyl
LAST 4 DIGITS OF TIN Add Delete Yes No
SIGNATURE Receive Callback
Same Person Callback $ UB TOKEN NO.: ›
CALLBACK TELEPHONE NUMBER•

7. PRINTED NAME
Initiate Repetitive $

ADD OR DELETE
Initiate Non-Repetitive CALLER vices onti
LAST 4 DIGITS OF TIN LAda Deisto Yes No
SIGNATURE Receive Callback
Same Person Callback $ UB TOKEN NO.: -
CALLBACK TELEPHONE NUMBER*
B. PRINTED NAME Initiate Repetitive

ADD OR DELETE
initiate Non-Repetitive $
(Incoming Advice, only)
SIGNATURE LAST 4 DIGITS OF TIN Receive Callback JYes No Same Person Callback $ UB TOKEN NO.: P
x

CALLBACK TELEPHONE NUMBER'

9. PRINTED NAME® Initiate Repetitive
*ADD OR DELETE
Initiate Non-Repetitive $ CALLER
(Incoming Actions only)
LAST 4 DIGITS OF TIN Receive Callback $ Add Yes 'No

SIGNATURE
Same Person Callback $ UB TOKEN NO.: *
CALLBACK TELEPHONE NUMBER"

10. PRINTED NAME $
initiate Repetitive

ADD OR DELETE
Initiate Non-Repetitive CALLER
(Incorring Advicas arly)
Receive Callback DAda Doiato Yes No
SiGNATURE
Same Person Callback $ UB TOKEN NO.: »
x
CALLBACK TELEPHONE NUMBER"

11. PRINTED NAME
Initiate Repetitive

ADO OR DELETE
Initiate Non-Repetitive $ CALLER
(incoring Adriang only)
SIGNATURE LAST A DIGITS OF TIN Receive Callback DAda Deiate |Yes 'No Same Person Cailback $ UB TOKEN NO.: >
x CALLBACK TELEPHONE NUMSER*

72. PRİNTED NAME
Initiate Repetitive $

ADD OR DELETE WROTE CATIONE
Initiate Non-Repetitive $ CALLER
(Incoming Advicos ortly)
LAST 4 DIGITS OF TIN Receive Callback $ DAda Detere Yes | No "SIGNATURE
Same Person Callback $ UB TOKEN NO.: *
- A Callback telephone number is required for each designated Authorized Caller.

CONTINUE TO PAGE 3

Page 2 of 4 ends

CUSTOMER NAME (FROM SECTION 2 OF PAGE 1) REF. NO. 20180215085510

6. AGREE TO TERMS
All Individuals With Authority Over Customer's Accounts) Should Complete This Section By signing here, each person agrees to the terms and conditions contained in the Master Funds Transfer Agreement and Security Procedures and declares under penalty of perjury that the following is true and correct: (1) 1 hold the position listed next to my name. (2) Each person listed as an Authorized Signer in this "Agree To Terms" section, has authority to enter into or change any agreement with the Bank concerning funds transfers on behalf of Customer including, but not limited to, authority to add or delete Authorized Callers and designate accounts used for funds transfers. No other person's authorization is necessary to bind the Customer for purposes of fund transfers. (3) If there is only one person designated as the Authorized Caller in Section 5 above or if the "Same Person Callback" box is checked, the Authorized Signers) acknowledges) that such Authorized Caller may initiate the transfer and receive the callback. This process will not provide the usual security surrounding the validation of instructions. The Authorized Signers) agree(s) to be bound by any payment order, whether or not authorized, issued in Customer's name and accepted by Union Bank in compliance with the security procedure chosen. Customer agrees ta indemnify and hold the Bank harmless from any loss (including, without limitation, attorneys' fees) due to or arising from the use of the security procedure chosen by customer. (4) This authorization supercedes any conflicting authorizations already in effect. (5) For partnerships i, along with any others who sign below, constitute all of the general partners necessary to bind the partnership. 6) For limited lability companies I, along with any others who sign below, constitute all Customer's members or managers necessary to bind the limited liability company.

PRINTED NAME Of AUTHORIZED SIGNER

7. RESOLUTION AND CERTIFICATION
For Secretary of Corporations or Unincorporated Associations Only RESOLVED, that the individual(s) listed in the "Agree to Terms" section of this Funds Transfer Authorization are hereby authorized to enter into any agreement with MUFG Union Bank, N.A. ("Bank") relating to the transfer of funds from the accounts) of the customer above (Company"), whether in person, in writing, or by means of telephone, electronic transmission, or facsimile, and are further authorized to designate others who may initiate transactions and receive callbacks and advices.

FURTHER RESOLVED, that this authorization is in addition to any other authorizations in effect and will remain in force until the Bank receives written notice of revocation at the addresses) and manner designated by the Bank.

CERTIFICATION: I certify that: (1) I am the Secretary or Assistant Secretary of the Company; (2) the resolution printed above is a complet and accurate copy of a resolution duly adopted by the Company's Board of Directors or by the Company's members (if unincorporated); (3 the resolution is in full force and has not been revoked or changed SIGNATURE-Corparala Secretary NAME-Corperato Secretary /DATE

FOR BANK USE ONLY
By signing below, authentication has been performed as outlined in Bank policy BPM-2002 ¡SIGNATURE DATE
EMPLOYEE NO. TIME
PREPARED BY - Print Name

TITLE SIGNATURE DATE
APPROVED BY (OFFICER LEVEL REQUIRED) - Print Name EMPLOYEE NO.

WIRE SERVICES DATABASE, V02-490
EMPLOYEE NO.

EMPLOYEE NO. VERIFY (Signature)
INPUT (Signature)
X
SGNATURENSFIFICATION OF BANK OFFICER EMPLOYEE NO. DATE
C2015 MUFG Union Bank, NA. All rights reserved.

Union Bank is a registered trademark and brand name of MUFG Union Bank, N.A.

FORM 02311 Ray. 28/2017) CEORM Pago 3 of 4

OPTIONAL - DO NOT RETURN THIS PAGE IF ADVICE NOTICES ARE NOT SELECTED CUSTOMER NAME (FROM SECTION 2 OF PAGE 1)
REF. NO. 20180215085510
Section 5 for Phone number.

DESIGNATED ACCOUNT NO. ACCOUNT TITLE

1. OPTION Inbound Account Fast Fax & Phone Only Mail & Fax Mail & Phone Mail Only Facsimile Only Facsimile Only
Account can Wire Advice
only be listed Outbound Account Fast Fax &
under ONE • Mail Only Facsimile Only Facsimile Only Mail & Fax Wire Advice
aption
Check ono) Inbound/Outbound Inbound Wire Mail & Fax Inbound Wire • Mail Only Facsimile Only Facsimile Only Phone Only Mail & Phone Account Wire Advice

FACSIMILE NUMBER INITIALS (BANK USE ONLY)
DESIGNATED ACCOUNT NO. ACCOUNT TITLE

2. OPTION Inbound Account Fast Fax & • Mail & Fax • Mail & Phone Mail Only Facsimile Only Facsimile Only Phone Only
Account can Mire Advice
only be Ilsted Outbound Account | Fast Fax &
Mail Only Facsimile Only Facsimile Only Mail & Fax
option Wire Advice
(Check ona) Inbound/Outbound Facsimile Only Fast Fax & Faciate Only phone only Mail & Fax Into Wire Mail Only Mail & Phone
Account Wire Advice

FACSIMILE NUMBER INITIALS (BANK USE ONLY)
DESIGNATED ACCOUNT NO. ACCOUNT TILE

3. OPTION Inbound Account 1 Fast Fax & Phone Only /Mail & Fax | Mail & Phone Mail Only Facsimile Only Facsimile Only
Account can Wire Advice
only be listed Cutbound Account Fast Fax &
under ONE Mail Only Facsimile Only Mail & Fax
Wire Advice Facsimile Only
Inbound/Outbound Fast Fax & Mail a phone
Mail Only Facsimile Oniy Faste Only Phone WyMail & Fax
Account Wire Advice

FACSIMILE NUMBER INITIALS (BANK USE ONLY)
DESIGNATED ACCOUNT NO. ACCOUNT TITLE

4. OPTION Inbound Account Fast Fax & • Mail & Fax • Mail & Phone Mail Only Facsimile Oniy Facsimile Only •Phone Only
Wire Advice
Account can
only be listed Outbound Account Fast Fax & • Mail & Fax under ONE Mail Only Facsimile Only Facsimile Only
option Wire Advice
(Check one) Fast Fax & Inbaund Wire - Inbound Wir
Inbound/Outbound Phone Only • Mail & Fax
Mail Only Facsimile Only Facsimile Only - Mail & Phon
Account Wire Advice

FACSIMILE NUMBER INITIALS (BANK USE ONLY)
S. DESCATED ACCOUNT HO ACCOUNT TITLE
OPTION Inbound Account Fast Fax & Mail & Fax Mail & Phone Mail Only • Facsimile Only Facsimile Only Phone Only
Account can Wire Advice
only be listed Outbound Account Fast Fax &
Ide ONE Mail Only Facsimile Only Fast Mail & Fax
option Wire Advice
(Chack ono) Inbound/Outbound Inbound Wire
Mail Only Facsimile Only Facile Only Phoned Mail a Fax Mail Phone Account Wire Advice

FACSIMILE NUMBER INITIALS (BANK USE ONLY)
DESIGNATED ACCOUNT NO. ACCOUNT TITLE

6. OPTION inbound Account • Facsimile Only ) Fast Fax & •Phone Only Mail & Fax Mail & Phone Wire Advice Mail Only • Facsimile Only
Account can
only be listed Fast Fax &
under ONE Jutbound Accour Mail Only ] Facsimile Only Mail & Fax Vire Advic Facsimile Only
(Chack one) Inbound/Outbound Mail Only ] Facsimile Only Facsinie Only Phoned wy Mail & Fax Mail a PWire Fast Fax & Account Wire Advice

FACS MILE NUMBER INITIALS (BANK USE ONLY)
or
• By checking this box, this designation applies to all accounts listed in section 4.

OPTION Inbound Account Mail Only Facsimile Only —Fast Fax & Phone Only Mail & Fax Mail & Phone Wire Advice -Facsimile Only
Account can
anly be listed Outbound Account - Fast Fax &
under ONE Mail Only •Facsimile Only Mail & Fax
Wire Advice Facsimile Only
(Chackone) inbound/Outbound Fast Fax & -inbound Wire Mali & Fax inbound Wire Mail Only Facsimile Oniy Facsimile Oniy Phone Only Mail & Phone Account Wire Advice

FACSIMILE NUMBER INITIALS (BANK USE ONLY)

OPTIONAL - DO NOT RETURN THIS PAGE IF ADVICE NOTICES ARE NOT SELECTED Paga 4 of 4
FORM 09341 (RV. 08/2017) FORM
Exhibit A-10
Wire & Intra-Company Transfer Worksheet
*Sample Form Only-Included here for the purpose of demonstrating the form to be used.
l UnionBank WIRE AND INTRA-COMPANY TRANSFER WORKSHEET
Page_ _ of
New Update: Address _ Other Cancel
(Addendum Attached)

1. COMPANY NAME EFFECTIVE DATE(MM/DD/YY)

BILLING ACCOUNT NUMBER

COMPANY NAME
ADDRESS (Street Address, City, State, ZI? Code) (No P.O. Box)

TELEPHONE NUMBER

AUTHORIZED CONTACT NAME

2. ACCOUNT INFORMATION (For additional accounts, attach Form 01520-A) SELECT USER(S)

DEBIT ACCOUNT NUMBER DEBIT ACCOUNT NAME (LEGAL ACCOUNT NAME) ACTION Usera
• Usert User2
•Add Delete
• Wires • Intra-company Transfers
• Usert • User2 • User3
•Add Delete
• Wires Intra-company Transfers
Usert User2 User3
Add Delete
Wires • intra-company Transfers
_ Usert L. Usera User3
• Add Delete
Wires Intra-company Transfers
• Add to ALL Existing Users

3. USER INFORMATION (For additional users, attach Form 01520-A) User 2 User 3
User 1
• INTRA-COMPANY TRANSFER/REPORTS (TOKEN REQUIRED) _ INTRA-COMPANY TRANSFER/REPORTS (TOKEN REQUIRED) | [] INTRA-COMPANY TRANSFER/REPORTS (TOKEN REQUIRED) Wire Entitlements (ONLY) Wire Entitlements (ONLY)
Wire Entitlements (ONLY) ACTION
ACTION • Add Update Delete
ACTION • Delete Add Update Delete
L Add • Update

OPERATOR NAME OPERATOR NAME

OPERATOR NAME
Bank Use Only: OPERATOR CODE (1-6 ALPHA-NUMERIC) Bank Use Only: OPERATOR CODE (1-6 ALPHA-NUMERIC) Bank Use Only: OPERATOR CODE (1-5 ALPHA-NUMERIC)
REASSIGN SECURID TOKEN? SECURID TOKEN SERIAL NO. ¡REASSIGN SECURID TOKEN? SECURID TOKEN SERIAL NO. REASSIGN SECURID TOKEN? SECURID TOKEN SERIAL NO. •Yes •No •Yes No
Yes • No
User Entitlements User Entitlements
User Entitlements Note: Dollar limits are per User (operator), not by Note: Dollar limits are per User (operator), not by Note: Dollar limits are per User (operator), not by account.
account. account.
• International Wires • international Wires
7 International Wires • Enter Funds Transfer
7 Enter Funds Transfer • Enter Funds Transfer
Create Templates • Create Templates
• Create Templates • Submit Repetitive Transfers w/o Additional Approval Submit Repetitive Transfers w/o Additional Approval ] Submit Repetitive Transfers w/o Additional Approval • Delete Unapproved Wires • Delete Unapproved Wires
Delete Unapproved Wires
Reports • Reports
Reports • Approve Templates
Approve Templates • Approve Templates
• Approve Funds Transfer • Approve Funds Transfer
•Approve Funds Transfer AGGREGATE DAILY DOLLAR LIMIT (Required) AGGREGATE DAILY DOLLAR LIMIT (Required) pproval
AGGREGATE DAILY DOLLAR LIMIT (Required) Approv: Inlimite - Approva nlimite
Inlimite $
$ SINGLE TRANSFER DOLLAR LIMIT (Required) SINGLE TRANSFER DOLLAR LIMIT (Required) SINGLE TRANSFER DOLLAR LIMIT (Required) Aporoval Inlimite pprove Unlimited
Inlimiter $ $
$ NUMBER DAILY TRANSFER ALLOWED (Required)
NUMBER DAILY TRANSFER ALLOWED (Required) pprov
ipprova nlimite
NUMBER DAILY TRANSFER ALLOWED (Required) I Onlimited inlimiter

ADDITIONAL COMMENTS/INSTRUCTIONS

4. CUSTOMER APPROVAL
The instructions specified above supercede and amend any prior instructions given to MUFG Union Bank, N.A. If any existing wire transfer terms and conditions conflict with those herein, these new terms and conditions prevail. Note: Additional fees may apply for SecurlD Token.

AUTHORIZED SIGNATURE (As on Funds Transfer Authorization) ] DATE [NAME
AUTHORIZED SIGNATURE (As on Funds Transfer Authorization) DATE NAME

FOR BANK USE ONLY
SIGNATURE - Employee
By signing, you are indicating that you have authenticated the customer as outlined in Bank policy BPM-2002 DATE

TELEPHONE NUMBER
CUSTOMER CODE AUTHORIZED OFFICER EMPLOYEE NO. AUTHORIZED OFFICER - PRINT NAME

RETURN ORIGINAL SIGNED FORM TO YOUR TREASURY MANAGEMENT SALES OFFICER COOM 11500/Rav 07/20141
NO UnionBank WIRE AND INTRA-COMPANY TRANSFER WORKSHEET ADDENDUM Page of
New • Update: Address __ Other Cancel
(Altached Fom 01520)

1. COMPANY NAME

COMPANY NAME BILLING ACCOUNT NUMBER EFFECTIVE DATE(MM/DD/YY)

ADDITIONAL COMMENTS/INSTRUCTIONS

CUSTOMER APPROVAL
The instructions specified above supercede and amend any prior instructions given to MUFG Union Bank, N.A. If any existing wire transfer terms and conditions conflict with those herein, these new terms and conditions prevail. Note: Additional fees may apply for SecurlD Token.
[NAME AUTHORIZED SIGNATURE (As on Funds Transfer Authorization) DATE AUTHORIZED SIGNATURE (As on Funds Transfer Authorization) DATE NAME

FOR BANK USE ONLY
By signing, you are indicating that you have authenticated the SIGNATURE - Employee •
customer as outlined in Bank policy BPM-2002
CUSTOMER CODE AUTHORIZED OFFICER EMPLOYEE NOT AUTHORIZED OFFICER - PRINT NAME TELEPHONE NUMBER | DATE FORM 01520-A (Rev. 07/2014) RETURN ORIGINAL SIGNED FORM TO YOUR TREASURY MANAGEMENT SALES OFFICER Exhibit A-ll
Financial Center Enrollment Authorization Form
*Sample Form Only-Included here for the purpose of demonstrating the form to be used.

MUFG Union Bank, N.A.

FINANCIAL CENTER
Company Profile, User, and SecurlD Token at Login Enrollment Enrollment Authorization Form

1. COMPANY INFORMATION CIF NUMBER (Bank Use Only) /ACCOUNT NUMBER COMPANY NAME X New Update | Delete
CITY OF SANTA MONICA 204915286
II. CONTRACTING OFFICER INFORMATION (Important: The designated Contracting Officer is as identified on the Bank Depositor and Treasury Management Services Agreement. The Contracting Officer is: (i) designating which services the Company is enrolling in; (i) designating himself/herself as the user of the applicable Services; and (iii) accepting a SecuriD token.) LAST NAME PHONE NUMBER EXT
FIRST NAME Decavalles-Hughes (310) 458-2201
Gigi EMAIL ADDRESS I TITLE
PERMANENT USER ID Finance Director
SELECT ACTION •COMM.LOANS •DEPOSITED ITEMS RET. •EX PORTAL •ACCT RECON RPTS DACH EXCHANGE DALERTS •CASH VAULT • INTEGRATED PAYABLES •LOCKBOX(LBX) •GLOBAL TRADE E] IMAGE ON DEMAND C] INFO. REPORTING • INSTATAX •HOA SERVICES • POSITIVE PAY •RECEIVABLES SiP •REMOTE DEPOSIT • MTM PORTAL X] ONLINE STMTS •OPEN ACCTS.
•WEB ACH •WIRE AND INTERNAL TRANSFER
• SECURE MESSAGING ONLY •STOP PAYMENTS TOTAL BILLER SOLUTION TRANSMISSIONS ] SecurID TOKEN AT LOGIN: Current Ticket Holder? No DYES - If Existing Token, List Serial Numbor:

PLEASE COMPLETE ALL SECTIONS REQUESTED USER ID, MUST BE ALPHANUMERIC (MINIMUM OF AND MAXIMUM OF 32 CHARACTERS) III. USER-APPLICANT INFORMATION The following users) is/are designated by the Contracting Officer to: (i) access and use the Services checked below on behalf of the Company; and (ii) accept a SecurlD token.

ADD CHANGE DELETE

PHONE NUMBER EXT

LAST NAME
USER NAME 1

EMAIL ADDRESS - SELECT ONE -

PERMANENT USER ID
SELECT ACTION COMM. LOANS •DEPOSITED ITEMS RET. •EX PORTAL •ACH EXCHANGE •ALERTS • CASH VAULT
•АССТ RECON RPTS • INFO. REPORTING •INSTATAX • INTEGRATED PAYABLES •GLOBAL TRADE IMAGE ON DEMAND •REMOTE DEPOSIT
• HOA SERVICES C] POSITIVE PAY •RECEIVABLES STP
• MTM PORTAL • ONLINE STMTS •OPEN ACCTS
• MOBILE BKG • WIRE AND INTERNAL TRANSFER
• SECURE MESSAGING ONLY •STOP PAYMENTS LI TOTAL BILLER SOLUTION L TRANSMISSIONS OWESACH • SecurID TOKEN AT LOGIN: Current Ticket Holder? •NO DYES - If Existing Token, List Serial Number.

ADD CHANGE DELETE TEXT

TPHONE NUMBER
/LAST NAME
USER NAME 2

EMAIL ADDRESS - SELECT ONE -

PERMANENT USER ID
SELECT ACTION •COMM. LOANS [DEPOSITED ITEMS RET. •EX PORTAL •ACH EXCHANGE •ALERTS •CASH VAULT •LOCKBOX(LBX)
•ACCT RECON RPTS • INSTATAX •INTEGRATED PAYABLES
•GLOBAL TRADE _ IMAGE ON DEMAND •INFO. REPORTING •REMOTE DEPOSIT •HOA SERVICES [POSITIVE PAY •RECEIVABLES STP
• MTM PORTAL •ONLINE STMTS •OPEN ACCTS.
• MOBILE BKG •WIRE AND INTERNAL TRANSFER
• SECURE MESSAGING ONLY • STOP PAYMENTS TOTAL BILLER SOLUTION TRANSMISSIONS ]WEBACH ] SecurlD TOKEN AT LOGIN: Cument Ticket Holder? NO •YES - If Existing Token, List Serial Number:

ADD CHANGE DELETE PHONE NUMBER
(EXT

LAST NAME
USER NAME 3

EMAIL ADDRESS - SELECT ONE -

PERMANENT USER ID
SELECT ACTION • COMM. LOANS •DEPOSITED ITEMS RET. •EX PORTAL •ACH EXCHANGE •ALERTS •CASH VAULT •LOCKBOX(LBX)R
•ACCT RECON RPTS [INSTATAX •I INTEGRATED PAYABLES
• GLOBAL TRADE •IMAGE ON DEMAND • INFO. REPORTING •REMOTE DEPOSIT ] HOA SERVICES •POSITIVE PAY • RECEIVABLES STP
• MTM PORTAL • ONLINE STMTS •OPEN ACCTS.
• MOBILE SKG •WIRE AND INTERNAL TRANSFER
• SECURE MESSAGING ONLY ]STOP PAYMENTS •TOTAL BILLER SOLUTION •TRANSMISSIONS •WEBACH • SecurID TOKEN AT LOGIN: Current Ticket Holder? •No •YES - If Existing Token, List Serial Number. - FORM 02394 (Rev. 08/2016) eForm
III. USER-APPLICANT INFORMATION (continued)

ADD CHANGE DELETE

LAST NAME TPHONE NUMBER EXT
USER NAME 4

PERMANENT USER ID EMAIL ADDRESS
- SELECT ONE -
SELECTACTION •COMM. LOANS •DEPOSITED ITEMS RET. LEX PORTAL •ACCT RECON RPTS •ACH EXCHANGE DALERTS •CASH VAULT
• INFO. REPORTING •INSTATAX • INTEGRATED PAYABLES •LOCKBOX(L3X) • HOA SERVICES [GLOBAL TRADE • IMAGE ON DEMAND •REMOTE DEPOSIT •OPEN ACCTS. •POSITIVE PAY •RECEIVABLES STP
_ MOBILE BKG • MTM PORTAL •ONLINE STMTS
•TRANSMISSIONS •WEBACH •WIRE AND INTERNAL TRANSFER
] SECURE MESSAGING ONLY STOP PAYMENTS •TOTAL BILLER SOLUTION I • SecuriD TOKEN AT LOGIN: Current Ticket Holder? •No •YES - If Existing Token, List Serial Number:

IV. SecurID TOKEN AT LOGIN ENROLLMENT
Mailing Address - Business location where SecurlD tokens will be mailed- Note: PO Box Address information is not acceptable. If muitiple address information, please indicate in the address field.

AUTHORIZED USER'S NAME

RECEIVING COMPANY NAME
STREET ADDRESS/CITY/STATE/ZIP CODE (P.O. Box Address information is not acceptable) V. CUSTOMER AUTHORIZATION
The Contracting Officer signing below hereby designates and confirms that the individuals identified above are authorized to perform banking transactions in connection with the services selected using Union Bank's Financial Center. The Contracting Officer acknowledges and agrees on behalf of the Company that some or all of Company's banking transactions with Bank may be conducted by electronic means or records as set forth and governed by the federal Electronic Signatures in Global anc National Commerce Act

TELEPHONE NUMBER SIGNATURE

CONTRACTING OFFICER NAME
- SIGNATURE DATE

WEB ADMINISTRATOR NAME TELEPHONE NUMBER

FOR BANK USE ONLY
DATE

WORKSHEET PREPARED BY (NAME)
REQUESTED BY (NAME OF CUSTOMER) VERBAL •WRITTEN L EMAIL The following section is to be completed by Treasury Management Services (TMS) DATE

NAME OF CONTRACTING OFFICER OR WEB ADMINISTRATOR CONTACTED TMS ASSOCIATE SIGNATURE [DATE
VERIFIED BY (EMP NO.) TMS ASSOCIATE NAME
[DATE
PROCESSED BY (EMP NO.) TTMS ASSOCIATE NAME
ain Enroliment DATE
VERIFIED BY (EMP NO.) TMS ASSOCIATE NAME
02016 MUFG Union Bank, N.A. All rights reserved. Member FDIC.

FORM 02394 (Rev. 08/2016) eForm

FINANCIAL CENTER
Enrollment & Implementation Profile Instructions
The Financial Center provides customers with a single point of access for commercial web services, eliminating the need to use different User IDs and Passwords for each application. The Enrollment Package includes everything needed to enroll employees to use Transaction Banking Services.

COMPLETING THE ENROLLMENT PACKAGE:

An enrollment form is required for the Financial Center. To gain access to any Transaction Banking services from the Financial Center, additional product specific worksheets must be completed. Please provide the requested Company and User information on the attached forms. The Contracting Officer or Owner may allow each user to select a permanent User Identification; we will provide a temporary password for first time log in. These forms may be copied as needed to enroll all designated users.

Any revisions to the Users or authorization levels must be submitted on a new Financial Center Company Profile, User, and SecurlD Token at Login Enrollment Authorization Form and on a new product specific worksheet. All completed forms must be returned to Treasury Management Services at 1980 Saturn Street V02-456, Monterey Park, CA 91755.

IMPORTANT INFORMATION REGARDING THE FINANCIAL CENTER
One of the following system access authorization levels must be assigned by the Contracting Officer or Owner to each user.

System Access Authorization Leveis - The Bank supports three levels of System Access Authorization defined as follows:

1. User
Users are generally employees of the Company. They are granted access to use specific web services with entitlements defined by Contracting Officers or Web Administrators.

2. Web Administrator
Web Administrators have the authority to grant or delete access to other Web Administrators or Users on the accounts for which they have been designated for this role. Web Administrators also have the same rights as Users. For every account, the Contracting Officer/Owner may assume the role of Web Administrator or may designate one or multiple Web Administrators. The complexity and structure of your organization will help guide you in determining the appropriate assignment of this critical authorization level.

3. Contracting Officer
deposit accounts and treasury management services.

OTHER INFORMATION:

User Identification Requirements
ID is not case sensitive and does not allow the use of special characters. The User will be locked out after three failed attempts to login. The Financial Center User ID must be alphanumeric with a minimum length of 7 characters and a maximum of 32 characters. The User Password Requirements
case sensitive and does not allow the use of special characters. For increased security, passwords should not contain the word Passwords must be alphanumeric with a minimum length of 7 characters and a maximum length of 14 characters. The Password is password, your name, initials, user name, or any name associated with your company, account or identity.

Important Information Regarding Business Statements on the Web current fee schedule. If you want to discontinue paper statements, please indicate this in the special instructions area of the Business When enrolled in deposit account statements on the web, paper statements will continue to be provided at the fee shown in the most Statements on the Web Authorization Worksheet. Please note that paper checks are only returned with your mailed statement.

When enrolled for account analysis statements on the web, paper statements are discontinued. If you want to continue to receive paper statements, please indicate this in the special instructions area of the Business Statements on the Web Authorization Worksheet.

FORM 02394 (Rev. 08/2016) eForm
Exhibit A-12
Indemnity and Hold Harmless Agreement
*Sample Form Only-Included here for the purpose of demonstrating the form to be used.

I UnionBank

INDEMNITY AND HOLD HARMLESS AGREEMENT
This Indemnity and Hold Harmless Agreement (Agreement") is entered into between, City of Santa Monica ("Customer") and Union Bank ("Bank") respecting the duties and liabilities of Customer and Bank in connection with deposit account services performed by Bank.

RECITALS
Customer maintains or will maintain deposit accounts at Bank against which checks, check-warrants, and/or warrants (together or separately, "Items") will be presented to Bank for collection or payment. resented for collection or payment that are counterfeit or bear alterations and/or forged, missing, or unauthorized drawer signatures Customer recognizes that it and Bank are exposed to risk of loss resulting from the increasing frequency of Items ("Fraudulent Items"). Due in large part to Bank's use of automated check processing equipment and procedures, and the difficulty Bank would be unable in most situations to prevent payment of Fraudulent Items if they were Customer is aware that Bank offers a service in conjunction with Bank's Account Reconcilement services known as "Positive Pay". Utilizing Positive Pay Plan 1, Customer provides Bank with lists of issued Items against which Bank may compare Items presented for payment. Under Positive Pay Plan 2, Customer does not submit issue information. While both Positive Pay plans substantially reduce the risk arising form the payment of Fraudulent Items, Plan 2 does not protect against Fraudulent Items that are cashed at a banking office and for that reason Bank recommends selection of Plan 1.

D. Bank is unwilling to provide deposit account services to Customer without receiving the assurances set forth below. Based on the foregoing, and in consideration of the deposit account services to be performed by Bank, Customer and Bank agree as follows:

Customer acknowledges that if Customer does not choose to subscribe to either Positive Pay Plan 1 or Plan 2, payment of Fraudulent Items.

2. If Customer does not choose to subscribe to Positive Plan 1, and except as may be attributable to Bank's lack of good faith or failure to exercise ordinary care, Customer assumes the risk of loss associated with Bank's payment of Fraudulent Items presented for payment over-the-counter at a banking office and agrees to indemnify and hold harmless Bank, its officers, employees, agents, successors and assigns, from and against any and all liability, loss or damage to which it may be subjected by reason of Bank's payment of such over-the-counter Items. conditions of any other agre event of are en Bank ancy bute regarden tie sand told a fores, Airs Agent and that real no the extent necessary to avoid the inconsistency.

The above is agreed to. Union Bank
Customer

SIGN HENLE
By: By:

Title: Finance Director Title:

Date: Date:

IndemnityandHoldHarmlessAgmt.doc 18873/DJR
Exhibit A-13
Image Cash Letter Checklist
*Sample Form Only-Included here for the purpose of demonstrating the form to be used.
• MUFG MUFG Union Bank, N.A.

IMAGE CASH LETTER CHECKLIST
Instructions to Bank Officer
Initial Product Implementation:
• Bank Officer reviews the Image Cash Letter Customer Checklist with Customer and confirms the customer understands the recommendations.
• Checklist is signed and dated by both parties prior to the implementation of the Service • Scan and attach a copy to the customer's profile in ESB (Face Call-Activity Type-Image Cash Letter Implementation)
• After obtaining appropriate approvals send completed original Checklist with all other implementation documents to GTMS Implementation, Mail Code V03-456. • For clients of The Private Bank email a copy of the Checklist to the Bank Officer's BSA Specialist
Post Implementation Review:
• Ensure Customer's continued understanding of the recommendations • Bank Officer and Customer sign and date the Image Cash Letter Customer Checklist • Scan and attach a copy of the Site Visit Review Confirmation to the customer's profile in ESB (Face Call-Activity Type-Image Cash Letter Site Visit) • Send original Image Cash Letter Customer Checklist to GTMS Implementation Mail Code • For clients of The Private Bank email a copy of the Image Cash Letter Customer Checklist to the Bank Officer's BSA Specialist
FORM 12345 (Rev. 04/2016) eFORM
• MUFG MUFG Union Bank, N.A.

IMAGE CASH LETTER CHECKLIST
This Image Cash Letter (Service) Customer Checklist is a supplement to the Bank's All About Business Accounts & Services and Transaction Banking Disclosure and Agreement. By signing this Checklist, the Customer acknowledges having read and understood the recommendations, requirements, and responsibilities for the use of the Service.

Business Name:

Eligible Checks Requirements
• Only original U.S. Dollar checks drawn on U.S. banks can be deposited through the Service. • Only checks payable to the Customer can be deposited through the Service unless explicitly authorized in writing by Union Bank.

Image Cash Letter Recommendations
Check Safekeeping & Destruction Control
• Customer takes the necessary measures to keep the originals of scanned checks physically secure in a locked cabinet or storage room within a secured building (such as behind locked doors). • Customer should restrict access to the original checks and storage cabinet/room to only employees authorized to handle its deposit account.
• Customer keeps a daily log of deposits with the date of deposit, initials of the person storing the checks, and when applicable the check destruction date. • Customer has written procedures to destroy originals of scanned checks after the record retention period that is determined by the Customer.
• Hforiginals of scanned checks are moved to another location for storage prior to destruction, transport must be handled under secured conditions.

Operational Risk Control
• Customer has appropriate procedures in place to eliminate the possibility of submitting deposits containing duplicates of the same original check or duplicating entire transmissions. • Deposit files stored prior to submission are adequately secured by limited access and/or encryption.

Customer has controls to safeguard non-public information in paper and image format, and limits access to the information to only employees who are authorized to handle its deposit accounts).

Customer utilizes commercially reasonable periodic testing to detect any virus or malware that could have been downloaded to their system

Page 1 of 2 ends

FORM 12345 (Rev. 04/2016) FORM
• MUFG MUFG Union Bank, N.A.

IMAGE CASH LETTER CHECKLIST
The undersigned confirm in connection with the Image Cash Letter Service:

The customer visit or review was conducted by the Bank Officer signing below • The Bank Officer and Customer reviewed the recommendations, requirements and responsibilities of the original Image Cash Letter Implementation Checklist The Customer acknowledges remaining in compliance with the requirements in the All About Business Accounts & Services and Transaction Banking Disclosure and Agreement and of the Image Cash Letter Implementation and Site Visit Checklist.

MUFG Union Bank, N.A.

Bank Officer Name: Customer Name:

Relationship Manager/Deposit Manager Authorized Signer/Contracting Officer Title: Title:

Signature: Signature:

Date: Date:
©2016 Mitsubishi UFJ Financial Group, Inc. All rights reserved. The MUFG logo and name is a service mark of Mitsubishi UFJ Financial Group, Inc., and is used by MUFG Union Bank, N.A., with permission. Member FDIC.

FORM 12345 (Rev. 04/2016) eFORM Page 2 of 2
Exhibit A-14
Commercial Cash Services Agreement and Instructions
*Sample Form Only-Included here for the purpose of demonstrating the forin to be used.

COMMERCIAL CASH SERVICES AGREEMENT AND INSTRUCTIONS
| UnionBank ORDER AND DELIVERY OF CURRENCY AND COIN
A continuing order for currency and coin is hereby placed with MUFG Union Bank. N.A. ("Bank") in accordance with the undersigned Customer's instructions below and on the reverse hereof. The services rendered pursuant to this Agreement may be terminated by either party upon written notice given at least 5 days prior to termination date.

The Customer agrees that the Bank may charge their account for the amount of each order placed and any applicable fees. A copy of the cash order receipt will be included with each cash shipment detailing denomination, cash order number, and customer information.

The Bank shall be protected in acting on any verbal or written batch file and web portal request believed in good faith to be genuine and to have been made by the Customer or Customer's authorized agents. The Customer agrees to inspect all cash shipments prior to acceptance from the tampering must be refused. The Customer will visually verify the shipment strap count through the shipping bag prior to acceptance from the armored carrier by examining the bag and/or seal for integrity and condition. Shipping bags which are damaged, or torn, or show evidence of armored carrier. Within twenty-four (24) hours of acceptance and prior to use, piece count and verify the order in dual custody and/or under surveillance.
reported to the Bank in writing within three (3) business days of the receipt of the cash order. Customer shall provide the strap in which the Discrepancies between amounts verified by the Customer and amounts charged by the Bank to the Customer's Account ("Difference") must be Difference occurred, a copy of the cash order receipt, and the shipping bag. The Customer authorizes the Bank to debit or credit their account for any cash order overage or shortage.
armored carrier. The carrier is not an agent of the Bank. The Bank is not responsible for any losses associated with the transport of the currency The Customer assumes all risk and liability associated with the pickup, transport, and delivery of currency and coin by the Customer's contracted and coin to the Customer's location. The Customer further agrees to notify the Bank in writing of any change in location, standing orders, account Method of ordering:
urtesy day. After ders ummie dryer is considered tian and Bank irelease mid and are to used carrier. Delivery are t usiness dav. Ater 11:00 a.m.. t
Customer location is dependent on Customer's armored carrier agreement.

Automated Cash Ordering Service
Automated Cash Ordering Service Available at (800) 892-6381: 24 hours a day, 7 days a week Cash Vault Services
Representatives are available for support at (800) 537-7116, 8:00 AM to 5:00 PM, Pacific Standard Time, Monday- Friday, to support:
• Direct Cash Order Calls
• Cash Vault Services Support
Access codes for automated ordering shall be mailed to (check applicable):

Each delivery location L A central location as indicated below:

STATE ZIP CODE

ADDRESS CITY
ATTENTION (Print) (See reverse for delivery locations.)

AUTHORIZATION
MUFG Union Bank, N.A. Customer

COMPANY NAME
RELATIONSHIP'S MAXIMUM DAILY LIMIT (All accounts)
$ TITLE
TELEPHONE NUMBER NAME-Company Official
NAME-Lending Officer

EMPLOYEE NUMBER
SIGNATURE*-Company Official DATE SIGNED
SIGNATURE-Lending Officer DATE SIGNED
X
RAME Alristative Officeriofice Manager TELEPHONE NUMBER NAME-Company Official TITLE

EMPLOYEE NUMBER
SIGNATURE*-Company Official TDATE SIGNED
SIGNATURE-Administrative Officer/Office Manager DATE SIGNED *NOTE: Signers should be contracting officers on Commercial Checking Account.

CASH VAULT ONLY
DATE

EMPLOYEE NUMBER EMPLOYEE NAME
OBTAIN IN TRIPLICA COPY-Banking Office's Customer File
ORIGINAL-Applicable Cash Vault COPY-Customer
FORM 55314 (Rev. 11/2014) eFORM
COMMERCIAL CASH SERVICES CASH. ORDER SETUP | CHANGE REQUEST New Customer Change to Existing Customer Delete Customer

CORPORATE NAME

MASTER ACCOUNT NUMBER
ADDRESS 1
ADDRESS 2

STATE ZIP CODE

CONTACT AREA CODE AND TELEPHONE NUMBER EMAIL ADDRESS

CONTACT
(
DELIVERY INFORMATION New Location Change Delete
START DATE LOCATION ACCOUNT NUMBER (if different) LOCATION REFERENCE NUMBER LILILL
LOCATION NAME ADDRESS 1
ADDRESS 2

LOCATION MAXIMUM DAILY LIMIT STATE ZIP CODE
CITY

AREA CODE AND TELEPHONE NUMBER

CARRIER
LLL!
New Location Change Delete

DELIVERY INFORMATION
START DATE LOCATION ACCOUNT NUMBER (If diffarent) LOCATION REFERENCE NUMBER LOCATION NAME ADDRESS 1
ADDRESS 2

LOCATION MAXIMUM DAILY LIMIT STATE ZIP CODE
CITY

CUSTOMER CONTACT AREA CODE AND TELEPHONE NUMBER

CARRIER
New Location [Change al Delete S

DELIVERY INFORMATION
START DATE LOCATION ACCOUNT NUMBER (If different) | LOCATION REFERENCE NUMBER LOCATION NAME 'ADDRESS 1
ADDRESS 2
LOCATION MAXIMUM DAILY LIMIT STATE 1 ZIP CODE
CITY

AREA CODE AND TELEPHONE NUMBER

CARRIER CUSTOMER CONTACT

ADJUSTMENT NOTICE OPTIONS CUSTOMER ADJUSTMENT NOTICE
ADDRESS 1
Mail:

Each delivery location ADDRESS 2
A central location as indicated to the
STATE ziP CODE
cITY
right
Secured Email Messaging:

CUSTOMER CONTACT AREA CODE AND TELEPHONE NUMBER
Г Complete the following Form 02235
Exhibit A-15
Image Cash Letter Amendment
*Sample Form Only--Included here for the purpose of demonstrating the form to be used.

IMAGE CASH LETTER AMMENDMENT TO TREASURY
• MUFG MANAGEMENT SERVICES AGREEMENT
MUFG Union Bank, N.A. is pleased to provide the Image Cash Letter (ICL) Service (the "Service") to as part of its treasury management services. The terms and conditions under which we provide the Service are set forth in this Service Amendment and the All About Business Accounts & Services and Treasury Management Services Disclosures and Agreements (collectively, The "Treasury Management Services Agreement"). Please read this Amendment carefully and keep a copy for your records. In the event of a conflict between the terms of this Amendment and the terms of the Treasury Management Services Agreement, the terms of this Amendment shall control. Certain capitalized terms used in this Amendment are defined in the glossary. The terms "we," "us", "Bank" and "our" refer to MUFG Union Bank, N.A., and the terms "you", "yours" and "customer" refer to and your agents and independent contractors.

Customer Responsibilities
You may only transmit check images to us that are created from original checks and that are eligible for imaging. An eligible item is a negotiable check for any amount in U.S. Dollars drawn on or payable through a U.S. financial institution and has not been previously presented and paid. Recleared IRDs are not to be submitted through this method. You will create a check image of an original check using scanning equipment to scan the front and back of each original check.

You are responsible for ensuring the check image is a legible representation of the original check, and accurately represents the information from the front and the back of the check. The check image you create must meet the ANSI X9.37 image standards. You also are responsible for ensuring the MICR line information from the original check is accurately scanned, entered or repaired for each check image.

Herein the term "check image" refers to the electronic image of the item and the accompanying MICR line data. You recognize that a check image may not capture or include all security features contained in the original check, such as watermarks.

You are responsible for any loss or failure to collect a check image that results from an inaccurate or illegible check image or your failure to provide full and correct MICR data or dollar amount for a check image.

You will transmit check images to us according to the transmission deadlines provided to you by us from time to time. A check image file shall not be deemed received by us until we receive the check image file at a licensed location of the Bank. We are not responsible for any losses arising directly or indirectly from damage or alteration to the check image file prior to its receipt by us. if we receive a check image file from you on a day that is not a Business Day or after the applicable processing cutoff hour for a Business Day as established by us, that check image shall be deemed to have been received by us at the opening of our next Business Day.

You will retain the original check relating to a check image for a period of time to be determined by you.

You are responsible for storage and destruction the original check, of any copies the original check or check image that you shall maintain in a secure and confidential manner.

Processing of Check Images
We will seek to collect check images through the bank check collection system. We also may use, at our discretion, the check image to create a substitute check and collect that substitute check through the bank check collection system. In certain cases, we may request that you deposit the original check in lieu of the check image.

Your transmission of a check image file is subject to our verification and final inspection. We reserve the right at any time to refuse the file or to return all or part of the file to you without prior notice.

Suspension of Exchanging Files
Either party may request to suspend the exchanging of files with at least 24 hours written notice to the other party if continued exchange of files is or will be commercially unviable and therefore subject to 29616/DJR_8.2007
suspension; such notice shall provide in reasonable detail the reasons that the exchange of files is commercially unviable. Upon receipt of such notice and request, the other party shall consent or object to the suspension in writing as promptly as possible; provided that party shall consent if based on the request it can reasonably be expected that continued exchange of files would have material adverse impact on check processing.

The foregoing notwithstanding, the non-requesting party shall have until the end of the 24-hour period to propose a remedy to the stated problem, and the requesting party will give due consideration to the solution and consent or object to implementation of such solution, consent not to be unreasonably withheld. The parties agree to use commercial best efforts to resolve any problem and end any suspension of the exchange of image files as promptly as possible. The parties shall process paper items until image exchange is resumed. The parties shall give 24 hours notice of the intention to resume image exchange processes, which period shall exclude weekends and holidays We are not under any obligation to you to inspect or verify a check image to determine accuracy, legibility or quality of the check image or MICR line information associated with the check image, or for any other purpose. We reserve the right, but are not obligated to, correct or amend MICR line information associated with a check image to facilitate processing of the check image or a substitute check created from that check image.

We and other banks may process and collect a check image or a substitute check through one or more check clearinghouses, Federal Reserve Banks, or other private clearing agreements with another bank.

The check images or substitute checks will be subject to the rules of that clearinghouse, Federal Reserve Bank, or private clearing bank agreement.

You agree that, notwithstanding its electronic form, a check image that is created from an original check, or a substitute check created from that check image, shall be a "check" and/or an "item" for all purposes under The Treasury Management Services Agreement, the Amendment, the Uniform Commercial Code as adopted in the applicable state, the Expedited Funds Availability Act, Regulation CC, and any other federal or state check law, to the same extent as that original check is a "check" or an "item." Warranties for Check Image Processing
You represent and warrant to us each time you transfer or deposit a check image with us directly or indirectly through your service provider or otherwise that:
(1) the check image is an accurate representation of all information on the front and back of the original check at the time the original check was converted to a check image, and the check image contains all endorsements from the original check; (2) each check image (or related electronic data file) contains a record of all MICR line information required for a substitute check and otherwise satisfies all of the requirements of Check 21 and Regulation CC for the creation and/or transferring of a substitute check created from that check image;
(3) each check's format shall adhere to industry standards and may change from time to time.

The current Image Quality Guideline is Black/White, Minimum 200 DPI TIFF G4. (4) the original check, a duplicate check image, or any copy of the original check or check image will not be deposited by you with us (unless we expressly instruct you to do so) or under any circumstances with any other bank;
(5) the original check, a duplicate check image, or any copy of the original check or check image will not be presented, transferred or returned such that we or any other person (such as the drawer of the check) will be asked to make payment based on a check or check image that we or the other person already paid
29616/DJR_8.2007
2 (6) All the information provided to the bank is accurate In addition, each time you transmit a check image file to us, directly or indirectly through your service provider or otherwise, you are deemed to make to us any representation, warranty or indemnity that we make, under applicable law, clearinghouse rule, Federal Reserve Operating Circular, bi-lateral agreement or otherwise, to any bank (including a Federal Reserve Bank and the paying bank) or other person when the bank transfers or presents the check image or any substitute check created from that check image.

We may charge back to your accounts) any deposited check that is later returned to us owing to an actual or alleged breach of any such representation or warranty.

Testing
Both parties will mutually agree upon testing to be preformed whenever software or hardware modifications or enhancements, initiated by either party, may affect the creation and processing of ICL files. Both parties will make their best effort not to impact the accuracy of the ICL file formats.

Internet Access and Information Security
You acknowledge that we do not control the Internet or other information systems operated by third parties and you will not hold us or our agents liable for any failures, acts, or omissions of any third party information system operator, including but not limited to, unauthorized access to, alteration, theft, or destruction of information and data.

We will exercise due care in seeking to preserve the confidentiality of any user number, password, test key, or other code or identifier and to prevent the use of Internet delivered Image Cash Letter Services by unauthorized persons (and in this connection it is understood and agreed that implementation by us of our normal procedures for maintaining the confidentiality of information relating to our customers, and where practicable obtaining similar undertakings from third parties engaged in the installation, maintenance and operation of a system used to provide the Service, shall constitute our fulfillment of exercising due care), but shall not otherwise be under any liability or have any responsibility of any kind for any loss incurred or damage suffered by you in consequence or by reason of any unauthorized person gaining access to or otherwise making use of the Service. You assume full responsibility for the consequences of any missing or unauthorized use of or access to the Service or disclosure of any confidential information or instructions by you including your employees and agents. You must take preventative action to scan all files for viruses..

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE MAKE NO AND

EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICE

INCLUDING THE WARRANTY OF TITLE AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE

FOREGOING, WE DISLIAIM ANY WARRANTIES REGARDING THE OPERATION, PERFORMANCE

OR FUNCTIONALITY OF THE SERVICE, (INCLUDING, WITHOUT LIMITATIONS THAT THE SERVICE WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE). YOU ACKNOWLEDGE THAT

THERE ARE CERTAIN SECURITY CORRUPTION, TRANSMISSION ERROR AND ACCESS

AVAILABILITY RISKS ASSOCIATED WITH USING OPEN NETWORKS SUCH AS THE INTERNET AND/OR TELECOMMUNICATION LINES OR CIRCUITS. YOU ASSUME ALL RISKS RELATING TO THE FOREGOING.

Indemnification for Check Image Service
In addition to any indemnification provided by you to us under the terms of The Treasury Management Services Agreement, you will indemnify us against and hold us harmless from any and all liabilities, claims, costs, expenses and damages of any nature (including reasonable attorneys' fees) arising out of or relating to a breach of the representations or warranties provided by you under this Amendment or from our actions or inactions taken pursuant to any request by you or pursuant to this Amendment. The obligations contained in the preceding sentence will continue after the Service is terminated. This section does not apply to any cost or damage incurred by a third party which is attributable to our negligence 29616/DJR_8.2007 4
3 or intentional misconduct and for which we are legally responsible.

Governing Law
This Bilateral Agreement shall be governed by the internal laws of the State of California.

GLOSSARY OF TERMS
The following are some important terms that appear in this Amendment and shall apply equally to the singular or the plural form of the term, regardless of whether or not capitalized.

ANSI X9.37 Standards refers to the Accredited Standards Committee X9 standards and technical guide Specifications for Electronic Exchange of Check and Image Data.

Business Day is a calendar day other than Saturday or Sunday and pre-determined Bank holidays Check 21 means the Check Clearing for the 21st Century Act (12 U.S.C. 5001-5018) as it may be amended from time to time.

Check Image means an electronic image of an original check (including a substitute check) and the accompanying MICR data information created by you in connection with the Service.

Expedited Funds Availability Act (EFA Act-12 U.S.C. 4001-4010) requires banks to disclose their funds availability policies and requires standardization of hold policies. The act is implemented through Regulation CC as it may change from time to time.

ICL File means an Image Cash Letter File, an electronic transmission of check images and MICR line data sent to the Bank.

MICR data means Magnetic Ink Character Recognition information in compliance with various ANSI X9 standards covering MICR placement, quality and image replacement documents Original Check means the paper check that you scan to create a check image.

Regulation CC means Federal Reserve Board Regulation CC: Availability of Funds and Collection of Checks, 12 C.F.R. Part 229, as it may be amended from time to time.

Substitute Check or IRD (Image Replacement Document) means a copy of an original check, created from a check image, which is similar in size to an original check with a slightly reduced image of the front and back of the original check. Substitute checks should meet ANSI X9.90 standards. The term substitute check shall have the meaning set forth in Check 21 and Regulation CC, as it may be amended from time to time.

Designation of Agent for Image Cash Letter Service
This is to advise MUFG Union Bank, N.A. that in connection with the Image Cash Letter Service described in the Image Cash Letter Amendment to Treasury Management Services Agreement entered into between Customer Name ("Customer") and MUFG Union Bank, N.A., we have engaged Vendor Name ("Vendor") as our agent to conduct certain electronic payment processing services on our behalf.

You are hereby authorized to accept and process ANSI X9.37 or other standard format image files containing check images for deposit to our accounts at MUFG Union Bank, N.A. when transmitted to you by Vendor, or Vendor's agents and independent contractors.

Customer agrees to indemnify, defend, and hold harmless MUFG Union Bank, N.A. and its officers, directors, employees, and agents from and against all actions, proceedings, expenses, losses, 29616/DJR_8.2007
4 damages, claims, and liabilities, including reasonable attorneys' fees and costs, arising out of Vendor's acts or omissions relating to the file transmissions and the Cash Letter Service.

THE ABOVE IS AGREED TO:

Name: Name:

Title: Title:

Company: Company:

Date: Date:
29616/DJR_8.2007

Exhibit A-16
Remote Deposit Customer Checklist
*Sample Form Only-Included here for the purpose of demonstrating the form to be used.

UnionBank Remote Deposit Customer Checklist
Instructions to Bank Officer
Initial Product Implementation:
• Bank Officer reviews the Remote Deposit Customer Checklist (Checklist) with Customer and confirms the customer understands the recommendations
• Checklist is signed and dated by Client and Bank Officer PRIOR to the implementation of the RDC Service
• Scan and attach a copy of the Checklist to the customer's profile in ESB • For Transaction Banking only
• Scan and attach a copy of the Checklist to the customer's profile in ESB as follows: • Enter RDC Set Up information into Unified Case Management (UCM) Enter the following at the Parent/Head of Hierarchy level:

A "Face" Activity in ESB as follows:
• Select Activity Type: "Remote Deposit Site Visit" or "Remote Deposit Implementation"
• Attach copy of Checklist to the Activity
Complete RDC information, including the "Edit RDC" screen on the CDD tab in ESB as follows:

Check the "Remote Deposit Service RDC" box on the Client Activity tab in ESB
• Click on the "Edit'RDC" button and enter the estimated RDC Average Monthly Deposit Range (Note: All RDC Average Monthly Deposits should be aggregated at the Parent/Head of Hierarchy level) Answer all RDC related questions
Enter the following at the Child/Sub level in ESB:

A "Comment" Activity in ESB as follows:

Identify that Checklist can be found attached in ESB at Parent/Head of Hierarchy (Note: identify name of applicable Parent/Head of Hierarchy in Activity)
Complete RDC information, including the "Edit RDC" screen on the CDD tab in •
ESB as follows:

Check the "Remote Deposit Service RDC" box on the Client Activity tab •
in ESB
Click on the "Edit RDC" button and enter the estimated RDC Average Monthly Deposit Range applicable for this client at this level only Answer all RDC related questions
NOTE: RDC information noted above must be completed even if client is exempt from CDD • Attach a copy of the Zero Lease Agreement, if applicable, to the customer's profile at the Child/Sub level in ESB as an Activity
• After obtaining appropriate approvals, send completed original Checklist with all other implementation documents to GTMS Implementation, Mail Code VO3-456 • For clients of The Private Bank, email a copy of the Checklist to the Bank Officer's BSA Specialist
Post Product Implementation Review of Checklist:
• Ensure Customer's continued understanding of the recommendations • Bank Officer and Customer sign and date the Checklist • Follow the instructions above with regards to attaching the Checklist in ESB and completing the RDC information on the CDD tab including the "Edit RDC" screen. • Attach a copy of the Zero Lease Agreement, if applicable, to the customer's profile in ESB as an • After obtaining appropriate approvals, send completed original Checklist with all other implementation documents to TMS Implementation, Mail Code V03-456 • For clients of The Private Bank, email a copy of the Checklist to the Bank Officer's BSA Specialist
FORM 12344 (Rev. 04/2016) eFORM
/ UnionBank: Remote Deposit Customer Checklist
• Customer has appropriate procedures in place to eliminate the possibility of submitting deposits containing duplicates. of the same original check or duplicating entire transmissions. • Customer has procedures to supervise and audit employee's use of the Service. • Customer confirms that the users are not sharing their user IDs and passwords to access the Service.
• Customer must ensure access credentials are deleted when a user leaves the company or is reassigned to other duties.
• Deposit files stored on a server or workstation prior to submission, are adequately secured by limited access and/or encryption.
• Customer has written procedures to train new users on using the Service. • Customer has controls to safeguard non-public information in paper and image format, and limits access to the information to only employees who are authorized to handle its deposit Customer utilizes commercially reasonable periodic testing to detect any virus or malware that could have been downloaded on to the workstation/system.

The undersigned confirms in connection with the Remote Deposit Service:

The customer visit or review as appropriate has occurred The Bank Officer and Customer reviewed the recommendations, requirements and responsibilities of the original Remote Deposit Implementation Checklist.

The Customer acknowledges they remain in compliance with the requirements in the All About Business Accounts & Services and Global Treasury Management Services Disclosure and Agreement, Remote Deposit User Guide and of the Remote Deposit Customer Checklist. • Scanner
• has not been moved since the last customer visit or review • has been moved since the last customer visit or review. New location:
• The undersigned Customer certifies that in no event will scanners be moved to a location outside the territories of the United States.

Bank Officer Name: Customer Name:

Relationship Manager/Deposit Manager Authorized Signer/Contracting Officer Title: Title:

Signature: Signature:

Date: Date:

FORM 12344 (Rev. 04/2016) eFORM 2
Exhibit B
Fee Schedule
Price Menu

PROFORMA ACCOUNT ANALYSIS STATEMENT
City of SANTA MONICA- BAFO- BEST AND FINAL OFFER 8/15/17 May 2017

UNION BANK

BALANCE SUMMARY
530,000,000.00
Average Ledger Balance
$0.00
Less: Average Uncollected (FLOAT) $30,000,000.00
Average Collected Balance
Less: Reserve Requirement (10%)
Less: Sweep Compensating Balance 530,0000-00
Balance Available to Support Activity

ACCOUNT POSITION
Eamings Credit Rate 0.75%
Number of Days in Month 31
1st Month $19,109.59
Earings Credit: $0.00
Less: Interest Paid on Interest Bearing Accounts
Net Earnings Allowance - This Month $19,109.59
Less: Charges for Balance Compensated Services $15,633.34 Less: One-Time Setup Fees (use $25K conversion credit) $4,890.00 Net Eamings Allowance (1st Month) ($1,413.75)
Recurring Months
$19,109.59
Earnings Credit:

Less: Interest Paid on Interest Bearing Accounts $0.00
$19,109.59
Net Eamings Allowance - This Month
Less: Charges for Balance Compensated Services $15,633.34 $3,476.25
Net Eamings Allowance (Recurring) EXCESS - No fees
* At 0.75% ECR. the City can maintain $25MM to ofiset ail monthiy bank fees.

ACCOUNTS INCLUDED IN ANALYSIS
Based on 7 accounts and May 2017 avg balance of 530,000,000.00% Estimate from Attachment B-1

OVERDRAFT/UNCOLLECTED FUNDS CHARGES
Uncollected Funds
Customer usage of uncollected funds is charged the Union Bank Reference Rate plus 4.0% per annum, computed on the average daily usage of uncollected funds for the month in question.

Overdrafts
Overdraft balances and related fees are charged the Union Bank Reference Rate plus 4.0% per annum, computed daily, with a minimum daily charge of $10.00, assessed from the time such overdraft balances are created and related fees incurred. The minimum daiy charge and accrued interest are then added to the overdraft balance.

Checks or other transactions presented against insufficient funds whether paid or unpaid are assessed at 536 per item.

MUFG Union Bank will comply with the appropriate rules and statutes as required to collateralize public deposits. We reserve the right to assess fees for the costs associated with providing the collateral coverage to the public agency when curred by MUFG Union Bank as a result of changes in the legal or regulatory environment. Additionally, MUFG Union Ban eserves the right to assess or increase fees and charges related to the increased costs of providing any of its products o rvices to the public agency when incurred by MUFG as a result of changes in the legal or regulatory environment, ar her foreseen and unforeseen regulatory developmen
This Pro Forma Account Analysis is an estimate based on assumptions about the services and volumes that will be used. Every effort has been made to provide an accurate estimate, but actual usage may vary and cause the results to differ. We reserve the right to bill for services that are not included in the above estimate if the applicable services are implemented by the bank and utlized by you.

Prepered by: Vincent Tabala As of 03/13/2017 07:29 AM
Business Inteligenco/Customar Analytica 1 Printed @ 6:50 PM on 8/15/2017 Fie: 0.75 30MM - BAFO 8 11 17_CUENT BID SHEET SANTA MONICA 05 18 17 (2) - Tile Page

94.00 163,966.55

SUBTOTAL
ALERTS- NO COST for ALERTS 0.0000 0.00 0.00
ALTO10 ALERT - ACH/DIR DEP $.DO/EACH 0.00 0.00
ALTOGO ALERT - INC WIRE $.00/EACH : 0.0000
$.QD/EACH 0.0000 0.00 0.00
ALTOBO ALERT - OD/NSF 0.0000 0.00 0.00
ALT150 ALERT - PENDING TRANSFER $0.00

0.00 0.00

SUBTOTAL

25.0000 100.00 174,432.50
ARP002 FULL RECON MONTHLY MAINT 5.0000 40.00 69,773.00
ARPO12 TRANSMISSION ISSUE INPUT-BASE 310,489.84
TRANSMISSION ISSUE INPUT-ITEM $.065/ITEM 3,560 0.0500 178.00 ARP013 539,729.03
CHECK PAID TRUNCATED Tiert: 1 to 5,000 3,438 0.0900 309.42 ARP031 * 0.0950 0.00
Tier2: 5,001 to 999,999,999 0.00
ARP031 CHECK PAID TRUNCATED 0.00 0.00
DAILY PAID REPORT $0.00/RPT 1 0.0000
ARP051 183,154.12
EXCEPTION ITEMS RETURNED $12.50/ITEM 21 5.0000 105.00
ARP057 66.00 115,125.45
RECON STOP PAYMENTS - NEW $25.00/STOP 22 3.0000
ARP081 3.0000 0.00 0.00
ARP082 RECON STOP PAYMENTS - RENEWAL $8.00/STOP :
$8.00/STOP 3.0000 0.00 0.00
ARP084 RECON STOP PAYMT-RANGE RENEWAL 0.00
STALE DATE FEATURE - BASE $10.00/MONTH : 5.0000 0.00
ARP085 0.00
STALE DATE LISTING - ITEM $.006/ITEM 0.0060 0.00
ARP086 0.00 0.00
ARP143 IMAGE CD - ROM- recommend IOD Transmission $50.00/CUTOFF : 20.0000 $.0S/ITEM 0.0500 0.00 0.00
ARP151 CHECK CAPTURE 0.00-
WEB POS PAY-ACCOUNT BASE $00.00/ACCOUNT 0.0000 0.00
ARP200 1.0000 8.00 13,954.60
ARP235 WEB POS PAY-EXCEPTIONS $1.75/EXCEPTION
Tier1: 1 to 24 0.0000 0.00 0.00
ARP240 POSITIVE PAY-PNI EXCEPTIONS 0.00 0.00
$0.50/IMAGE 0.2500
ARP245 WEB POS PAY-IMAGES 0.00
WEB POS PAY-MANUAL ISSUE $0.25/ISSUE : 0.2500 0.00
ARP260 0.1800 0.00 0.00
ARP265 WEB POS PAY-IMPORTED ISSUE $0.18/ISSUE
ODT - PER ITEM FOR AR $0.05/PER IMAGE 3,438 0.0300 103.14 179,909.68 ARP322 85.95 149,924.73
PAYEE NAME VALIDATION $.035/ITEM 3,438 0.0250
ARP354 1.0000 0.00 0.00
ARP364 PAYEE EXCEPTION PROCESSING $1.75
1 0.0000 0.00 0.00
ARP501 ACCT RECON WEB MTHLY MNT 5.00 8,721.62
ACCT RECON CSV RPT MTHLY MNT- optional $20.00/ACCOUNT 5.0000 ARP502 0.0150 89,954.84
ACCT RECON CSV RPT-PER ITEM Tiert: 1 to 10,000 3,438 51.57 ARP503 1,052.08 1,835,169.41

SUBTOTAL
BILL CONCENTRATION SERVICE- E LOCKBOX - home banking payments 115.00 200,597.37 $150.00/MONTH 115.0000
BCS003 BCS BASE FEE
$10.00/TRANS 21 5.0000 105.00 183,154.12
BCS005 | TRANSMISSION- One per day 34,886.50
Tier: 1 to 250 250 0.0800 20.00
BCS007 BCS ITEM - TOTAL estimate 1100 850 0.0800 68.00
BCS007 BCS ITEM Ter2: 251 to 1,000 112,614.10
Tier3: 1,001 to 999,999,999 0.0800 0.00
BCS007 BCS ITEM 1 10.0000 10.00 17,443.25
BCS028 RETURN ITEM MANUAL $25.00/RETURN
318.00 554,695.34

SUBTOTAL
TRANSPORTATION SERVICES - PAY DIRECT to VENDOR or Pay by AAA with 10% markup cost 10.00% 0.0000 0.00 0.00 CAR002 ARMORED CAR SERVICES- See bid options in RFP Cost+10%

0.00 0.00

SUBTOTAL
BUSINESS CHECKING 3.0000 15.00 26,164.87
CHK010 BRANCH DEPOSIT $8.00/DEPOSIT 5
$0.20/EACH 1,883 0,1000 188.30 328,456.39
CHK011 ELECTRONIC CREDIT 15.00 26,164.87
CHK012 NIGHT DROP DEPOSIT - Branch $16.00/DEPOSIT 5 3.0000 $0.20/EACH 199 0.1000 19.90 34,712.07
CHK021 ELECTRONIC DEBIT 10.0000 0.00 0.00
CHKO60 ACH BLOCK Tier: 1 to 1 :

10.0000 0.00 0.00
CHK060 ACH BLOCK Tier2: 2 to 5
$5.00/EACH 1.0000 47.00 81,983.27
CHITS DEPOST ADMIN ER (00 %) FOIC FEES 520MM $0.125/1000 29,000.0 0.1250 3.625.00 6.323.178.02 SUBTOTAL 3,910.20 6,820,659.50
Prepared by: Vincent Tabata 2 is of 03/13/2017 07:28
Usiness Intellgence/Customer Aralytic tatnd 9 8:50 PM cn 8/15/20 le: 07530MM - BAFO B 11 17_CLIENT BID SHEET SANTA MONICA 08 18 17 (2) - GOV Pros No

UNION BANK
GOVERNMENT SERVICES PRICING SCENARIO - PRICE SCHEDULE 03 City of SANTA MONICA. BAFO- BEST AND FINAL OFFER 8/15/17 May 2017
DISCOUNTED Extended Comp. Balance
Proposed Proposed Required
BILLABLE STANDARD COS VOLUME Markup Price $ Price $ (E)/ECR*365 CODE DESCRIPTION JNIT OF MEASURI (A) (D) (E)=(A)*(D) /Days/0.9 CHECK PROCESSING- Branch and Service Center check deposits CKP120 UB CHECKS - BRANCH DEPOSIT SO.18/ITEM 0.1000 0.00 0.00 CKP137 LOCAL CLR.HSE./BRANCH DEP $0.20/ITEM : 0.1500 0.00 0.00 CKP138 LOCAL FED DIST 12 - BRANCH DEP $0.20/ITEM 0.1500 0.00 0.00 CKP139 OTHER FED - BRANCH DEPOSIT $0.20/ITEM : 0.1500 0.00 0.00 CKP147 CANADIAN ITEMS IN US DOLLARS $3.00/ITEM 2.5000 0.00 0.00 CKP150 UB CHECKS SERV. CTR DEPOSIT- $O.18/ITEM 5,619 0.0800 449.52 784,108.96 CKP167 LOCAL CLR. HSE./SER, CTR $0.20/1TEM 5,619 0.0800 449.52 784,108.96 CKP168 LOCAL FED DIST 12-SERV CTR DEP $0.20/ITEM 5,619 0.0800 449.52 784,108.96 CKP169 ENCODING FEE - SERV. CTR. DEP. $0.20/ITEM 0.0500 0.00 0.00 CKP177 CANADIAN CHECKS IN US$ SVC-CTR $4.50/ITEM 4.5000 4.50 7,849.46 CKP181 CHECK PROCESSING REJECTS- MICR REJECTS 5.65/OVER 7% 0.6500 12.35 21,542.41 CKP190 DEBIT ERROR NOTICE- adjustments $8.50/ITEM : 5.0000 0.00 0.00 CKP191 CREDIT ERROR NOTICE-adjustments $8.50/ITEM 5.0000 0.00 0.00 SUBTOTAL 1,365.41 2,381,713.76
ACH SERVICES- Payroll, Vendor ACH payments
CPY006 DIRECT SEND MONTHLY BASE FEE $125/SET UP 3 50.0000 150.00 261,648.75 CPY007 DIRECT SEND CREDIT TRANSACTION Tiert: 1 to 500 500 0.0500 25.00 43,608.12 CPY007 DIRECT SEND CREDIT TRANSACTION Tier2: 501 to 5,000 5,000 0.0500 250.00 436,081.24 CPY007 DIRECT SEND CREDIT TRANSACTION Tier3: 5,001 to 9,999 1,775 0.0500 88.75 154,808.84 CPY017 DIRECT SEND RETURNS FILE $7.00/ITEM 10 5.0000 50.00 87,216.25 CPY018 DIRECT SEND RETURNS FAX $10.00/ITEM 3.0000 72.00 125,591.40 CPY020 DIRECT SEND REJ/REV/DEL $35.00/EACH 15.0000 15.00 26,164.87 CPY028 DIRECT SEND NOC FAX $10.00/ITEM 5.0000 10.00 17,443.25 CPY030 DIRECT SEND NOC TRANSMISSION $7.00/ITEM 3.0000 3.00 5,232.97 INPUT - DATA TRANSMISSION $25.00/PER SEND 5,0000 55.00 95,937.87 CPY032
CPY035 ADDENDA RECORDS $.05 EACH 228 0.0500 11.40 19,885.30 ACH ACK. REPORT $6.00/PER FILE 6.0000 0.00 0.00
CPY058
730.15 1,273,618.38

SUBTOTAL
CASH VAULT SERVICES- WEB CASH ORDER and SMART SAFE option (cash estimates) CSH002 TELEPHONE/MANUAL ORDER $12.00/ORDER 10.0000 0.00 0.00 CSH007 AUTOMATED ORDER-WEB/RU $3.25 EACH 3 3.2500 9,75
CSH008 CURRENCY ORDERED (000'S) (000's) $1.00/$1000 137.0 0.7500 CSH009 ROLLED COIN (INDIVIDUAL ROLLS) $.15/ROLL 16 0.1500 CSH018 CURRENCY ORDERED - NEW (000's) $1.20/$1000 137.0 1.0000 CSH020 CURRENCY DEPOSITED - STRAPPED (000's) $.95/$1000 1,000.0 0.5000 CSH022 COIN DEPOSITED - STD BAG $2.75/BAG 669 1.5000
1,247 0.0000 0.00 0.00
CSH023 COIN DEPOSITED NON-STANDARD
CSH025 DEPOSIT-MIXED CASH CHECK $3.00/DEPOSIT 383 2.0000 CSH028 DEPOSIT - CASH OR COIN ONLY $1.50/DEPOSIT 185 1.5000 CSH030 CURRENCY DEPOSITED-UNSTRAPPED (000's) $1.20/$1000 213.0 1.0000 CURRENCY DEPOSITED- BANK (000's) /MONTH 0.00 0.00
CSH031
CSH035 DEPOSIT ADJUSTMENT $7.50/ADJ 7.5000

1.50/PER DEP 1.0000 0.00 0.00
CSH050 SMART SAFE ADVANCE CREDIT
CSH051 SMART SAFE MONTHLY MAINTENANCE $75/PER LOC 50.0000 0.00 0.00 $3.00/ORDER 0.7500 0.00 0.00
CHAOS FIT CUR FUN PARTAL STRAF $2.00 /STRAP 2.0000 0.00

SUBTOTAL

COMMERCIAL GUSTOMER SERVICE- LAIF SERVICES
CSU170 LAIF REDEMPTION $20.00/EACH : 10.0000 0.00 0.00
CSU171 LAIF INVESTMENT $20.00/EACH 10.0000 0.00 0.00
SUBTOTAL 0.00 0.00

CUSTOMER SERVICE ACTIVITIES
PRINTER CHARGES Cast+10% : 10.00% 0.0000 0.00 0.00
CUS045 0.00
CUS080 NIGHT DEPOSIT RENTAL $2.00/MONTH 2.0000 0.00
CUS172 NIGHT-DROP DEPOSIT RECEIPT $1.50/RECEIPT 10 1.0000 10.00 17,443.25 $10/PER CHECK 54 0.0000 0.00 : 0.00
SUBTOTAL. NON-CUSTOMER CASH PAID ON US- NO CHARGE 10.00 17,443.25

ELECTRONIC PAYMENT AUTHORIZATION- ACH FRAUD FILTER
EPA006 EPA MONTHLY MAINTENANCE Tier1: 1 to 1 8.0000 8.00 13,954.60 EPA006 EPA MONTHLY MAINTENANCE Tier2: 2 to 10 8.0000 48.00 83,727.60 EPA010 EPA FILTER MAINTENANCE $5.00/CHANGE 3.0000 3.00 5,232.97 SUBTOTAL 59.00 102,915.17
Prepared by: Vincent Tobola
Bushass Inteligence/Customer Analytics Print gor on r532011 Fle: 0.75 30MM - BAFO 8 11 17_CLENT BID SHEET SANTA MONICA C8 10 17(2) - GOV Price Vode

CODE DESCRIPTION INIT OF MEASUR (A)
ELECTRONIC TAX DEPOSIT- ONLINE TAX PAYMENT PORTAL 1.0000 7.00 12,210.27 ETD011 INSTATAX FAXED RECEIPT $1.00/EACH 1
ETDO2O INSTATAX QUARTERLY STATEMENT $15.00/EACH 5.0000 5.00 8,721.62 $15.00/EACH • 5.0000 0.00 0.00
ETDO21 INSTATAX MONTHLY STATEMENT 10.00 17,443.25
$15.00/EACH 5.0000
ETD130 WEB INSTATAX MONTHLY MAINT 5.0000 35.00 61,051.37 ETD132 WEB INSTATAX PAYMENT $5.00/EACH 99,426.52

57.00 SUBTOTAL
FUNDS ADVANCED $35.00/ITEM 35.0000 0.00
FAD310 NSF ITEMS PAID 0.00

SUBTOTAL
IMAGE CHECK-IMAGE CASH LETTER FILE and REMOTE SCANNER DESKTOP $125/MONTH 65.0000 65.00 113,381.12
CK221 REMOTE DEPOSIT MONTHLY MAINT 10.0000 50.00 87,216.25 ICK222 REMOTE DEPOSIT ADD'L ACCT Tiert: 1 to 5 6,366.79 $.08/ITEM 73 0.0500 3.65
CK240 REMOTE DEPOSIT ON US 0.0500 30.00 52,329.75
ICK241 REMOTE DEPOSIT PER TRANSIT $.10/ITEM 600
REMOTE DEPOSIT PER DEPOSIT (desktop/electronic dep $1.25/DEPOSIT 1,753 0.5000 876.50 1,528,900.84 ICK291 125.0000 125.00 218,040.62
ICK421 ICL MAINTENANCE - 3RD PARTY $125/MONTH 17,443.25 $40.00/ACCT 10.0000 10.00
CK422 ICL ADD/I ACCT MAINT.-3RD PART 563,277.42
$.06/ITEM 8,073 0.0400 322.92
ICK439 ICL PER ITEM - VENDOR SEND 70.84 123,567.98
ICL PER DEPOSIT-3RD PARTY SEND S5/DEPOSIT 1,771 0.0400
ICK491 0.0500 0.00
ICL IRD PRINTING-3RD PARTY SEN $0.05/ITEM 0.00
ICK492 1,553.91 2,710,524.01

SUBTOTAL
CHECK IMAGE- Image on Demand service - replaces CD ROM 0.00 0.00 Tier1: 1 to 100 51 0.0000
IMG402 IOD PER ITEM FEE • 0.00 0.00
Tier2: 101 to 999,999,999 0.2500
IMG402 OD PER ITEM FEE NIL 20.00 34,886.50
IODT - MONTHLY MAINTENANCE $20/PER MONTH 20.0000
IMG403 1 8.721.62
IOOT - PER TRANSMISSION $10/PER TRANSMS 5,0000 5.00
IMG404 43,608.12

25.00 SUBTOTAL
INFORMATION REPORTING- PRIOR AND CURRENT DAY REPORTING ONLINE 52,329.75 WEB PRIOR DAY REPORT ACCOUNTS Tier1: 1 to 1 30.0000 30.00 INF407 30.0000 180.00 313,978.49
INF407 WEB PRIOR DAY REPORT ACCOUNTS Tier2: 2 to 10 332,189.25 $0. 15/TEM UPDT 6,348 0.0300 190.44
INF411 WEB PD BAL/SUM UPDATED 90.00 156,989.25
WEB PD TRANSACTIONS UPDATED S0.15/ITEM UPDT 3,000 0.0300 INF412 0.0300 20.22 35,270.25
WEB CD BAL/SUM UPDATED $0.20/ITEM UPDT 674
INF413 0.0300 12.00 20,931.90
INF414 WEB CD TRANSACTIONS UPDATED $0.20/ITEM UPDT 400

30.0000 30.00 52,329.75
INF425 WEB CURRENT DAY RPT ACCOUNTS 1 209,319.00
WEB CURRENT DAY RPT ACCOUNTS Tier2: 2 to 999,999,999 30.0000 120.00 INF425 672.66 1,173,337.63

SUBTOTAL
BUSINESS INTEREST CHECKING- HUD DEP ACCOUNT 0.0000 0.00 0.00 IOC001 BASE CHARGE 0.2000 0.00 0.00
IOCO20 PAID CHECK CHARGE $0.20/EACH
$5.00/EACH 3.0000 3.00 5,232.97
IOC111 BANK STATEMENT WEB 1,0000 0.1250 125.00 218,040.62 IOC750 DEPOSIT ADMIN FEE (000's) $0.125/1000 223,273.60 128.00

SUBTOTAL
DEPOSITED ITEMS RETURNED- WEB RECLEAR CHECKS COLLECTION 3.0000 66.00 115,125.45 RET062 DEPOSITD ITEMS RETURND-RECLEAR $6.00/ITEM 22
$12.00/ITEM 21 5.0000 105.00 183,154.12
RET063 DEPOSITD ITEMS RETURND-CHROBK 1.5000 0.00 0.00
RET411 WEB RI INQ ITMS AVL FOR INQ $1.50/TEM : 0.00

0.0000 0.00
RET420 WEB RI INQ & DEC MOD FEE 1.5000 1.50 2,616.49
RET421 WEB RI I&D ITMS AVL FOR INQ $1.50/ITEM 4,360.81
$2.50/ITEM 2.5000 2.50
•RET422 WEB RI I&D ITS AVL FOR DEC 5.0000 8,721.62
$5.00 PER MONTH 1 5.00
SUBTOTAL WEB RI - MONTHLY MANTENANCE 180.00 313,978.49
OFFICE CASH SERVICES-Branch cash order: 8,168 0.0013 10.62 18,524.73 ROC003 CURRENCY FURNISHED $1.30/$1000 66.75 116,433.69
ROC005 COIN FURNISHED $.25/ROLL 267 0.2500
$1.50/$1000 1.0 1.5000 1.50 2,616.49
ROC015 DEPOSITED CURRENCY (000's) 78.87 137,574.91

SUBTOTAL
Prepared by. Vincent Tabate is ef 03/13/2017 07:29 2
usiness inteligencal Custamer Analyto 4 rinted @ 6:50 PM on a/15/201 Fle: 0.75 30MM - BAFO 8 11 17_ CLIENT SIO SHEET SANTA MONICA 0B 10 17 (2) - GOV Prise Mo

UNION BANK
GOVERNMENT SERVICES PRICING SCENARIO - PRICE SCHEDULE 03 City of SANTA MONICA- BAFO- BEST AND FINAL OFFER 8/15/17 May 2017
DISCOUNTED Extended Comp. Balance
Proposed Proposed Required
BILLABLE STANDARD COST VOLUME Markup Price$ Price $ (E)/ECR*365 CODE DESCRIPTION UNIT OF MEASURE (A) (D) (E)=(A)*(D) /Days/0.9 COMMERCIAL CUSTOMER SUPPLIES- AT COST PLUS 10% markup
Cost+ 10% • 10.00% 0.0000 0.00 0.00
SUP120 SUPPLIES SHIPPING

0.00 0.00

SUBTOTAL
SAVINGS 39 Security deposit ACCOUNTS- FAMILY SELF SUFFICIENCY FSS $139,000 avg balances SVC111 BANK STATEMENT WEB $5.00/EACH 1.0000 39.00 68,028.67 1390 0.1250 17.38 30,316.37
SUBTOTA DEPOSIT ADMIN FEE (003) $0.125/1000

56.38 98,345.04
SWEEP ACCOUNT- Optional service 25.0000
SWP001 INVESTMENT SWEEP CHARGE $250.00/ACCOUNT 0.00 0.00 0,00 0.00

SUBTOTAL
TEAM STOP PAYMENTS- Non Acct Recon Stops 10 5.0000 37,216.25 TSP410 WEB ACCT RECON STOP PMT $10.00/STOP PAY 50.00
TSP418 WEB STOP PAYMENT RENEWAL $10.00/RENEWAL 5.0000 0.00 0.00 TSP430 WEB DDA STOP PAYMENT $15.00/STOP PAY : 5.0000 0.00 0.00 WEB DDA RANGE STOP PAYMENT STOP PAY RANGE 5.0000 0.00 0.00 TSP440
WEB STOP RANGE INQUIRY $3.00/INQUIRY : 3.0000 0.00 0.00 TSP470
TSP994 WEB NUMBER STOP ACCOUNTS STOP ACCOUNT 0.0000 0.00 0.00

50.00 87,216.25

SUBTOTAL

WIRE TRANSFERS- WEB WIRE SERVICE
WIR001 INCOMING DOMESTIC REPETITIVE $12.00/WIRE 25 7.5000 187.50 327,060.93 INCOMING DOMESTIC NON-REP $12.00/WIRE 26 7.5000 195.00 340,143.37 WIR002
INCOMING INTL USD NON-REP $13.00/WIRE 7.5000 0.00 0.00
WIR020
OUTGOING DOMESTIC WIRE REP/DA $22.00/WIRE : 10.0000 0.00 0.00 WIR501
WIR505 OUTGOING DOMESTIC WIRE NREP/DA $27.00/WIRE 10.0000 0.00 0.00 382.50 667,204.30

SUBTOTAL
WLB001 MONTHLY BASE CHARGE 75.0000 75.00 130,824.37
WLB005 ACCOUNT MAINTENANCE 0.0000 0.00 0.00
WLB006 ACCOUNT MAINT.(2 TO 10 ACCTS) $15.00/ACCT 15.0000 0.00 0.00 REJECTS/CORRESPONDENCE $.25/ITEM 76 0.2500 19.00 33,142.17 WLB019
GROUP SORT (2 BATCHES) $.10/ITEM 0.1000 0.00 0.00
WLB021
WLB040 DATA ENTRY $.02/KEYSTROKE 42,892 0.011795 505.93 882,506.33 WLB044 $210.00/MONTH 1 75.0000 75.00 130,824.37

DATA TRANSMISSION
DATA TRANSMISSION / MEDIA $0.02/ITEM 654 0.0200 13.08 22,815.77 WLB045
20 20.00% 0.0000 0.00 0.00
WLB046 SHIPPING Cost+20%
STOP LIST - MONTHLY $150.00/MONTH 25.0000 25.00 43,608.12 WL B054
STOP ITEM $0.25/ITÉM 0.2500 0.25 436.08
WLB055
INCOMING CERT/EXPRESS MAIL $5.00/EACH 18 5.0000 90.00 156,989.25 WLB060
NO CHARGE • 0.0000 0.00 0.00
WLB067 PAYEE VERIFICATION (1-10)
WLB071 POSTAL BOX RENTAL- PAID AT COST TO US POSTAL 1 130.0000 130.00 226,762.25 WLB075 PAYEE VERIFICATION (11-20) $.08/ITEM 0.0800 0.00 0.00 WLB076 PAYEE VERIFICATION (21-30) $.12/ITEM : 0.0800 0.00 0.00 WLB077 PAYEE VERIFICATION (31+) $.15/ITEM 0.0800 0.00 0.00 WLB079 BATCH PREPARATION $1.25/ITEM 1.2500 16.25 28,345.28 WLB080 LOCKBOX DEPOSIT $3.00/DEPOSIT 3.0000 39.00 68,028.67 $12.50/ENVELOPE 2 12,5000 25.00 43,608.12
WLB089 CASH ITEM
$0.38/EACH 654 0.3800 248.52 433,499.64
WLB103 ITEM PROCESSED-ONLINE DEL
WLB105 IMAGE DELIVERY MO MAINT $100.00 PER MO 1 75.0000 75.00 130,824.37 WLB107 CD-ROM PRODUCED $35.00/EACH 35.0000 0.00 0.00
WLB109 CHECK IMAGE $0.0S/EACH 652 0.0500 32.60 56,864.99 $0.03/EACH 2,657 0.0300 79.71 139,040.14
WLB113 WEB ACCESS 349,737.16
WEB DOCUMENT IMAGE $.10/EACH 2,005 0.1000 200.50
WLB115
WLB119 EXCEPTION DECISIONING $1.00/PER ITEM 16 1.0000 16.00 27,909.20 WLB122 IMAGE TRANSMISSION $.03/ITEM 1,998 0.0300 59.94 104.554.84 SUBTOTAL 1,725.78 3,010,321.15
ELECTRONIC WIRE TRANSFER- Internal transfers and WEB WIRE PORTAL WTM436 ACCT TRANSFER END-OF-DAY/WEB $2.50/EACH 2.5000 12.50 21,804.06 WTM442 WIRE TRANSFER MONTHLY FEE/WEB $50.00/EACH 25.0000 25.00 43,608.12 OUTGOING DOMESTIC WIRE/WEB Tiert: 1 to 100 10.0000 0.00 0.00 WTM443 :

WTM443 OUTGOING DOMESTIC WIRE/WEB Tier2: 101 to 999,999,999 8.0000 0.00 0.00 WTM447 INTERNAL TRANSFER INTRADAY/WEB $5.00/EACH 5.0000 0.00 0.00

37.50 65,412.19

SUBTOTAL
Prepared byc Vincent Tabata s of 03/13/2017 07-29
Susan Inte igence/Customer Analytics 5 tried @ 6:50 PM on 8/15/20 Fle: 0.75 30MM- - BAFO B 17_CLIENT BID SHEET SANTA MONICA C8 18 17 (2) - GOV Prion ISodel

UNION BANK
GOVERNMENT SERVICES PRICING SCENARIO - PRICE SCHEDULE 03 City of SANTA MONICA- BAFO- BEST AND FINAL OFFER 8/15/17 May 2017
DISCOUNTED Extended Comp. Balance
% Proposed Proposed Required
BILLABLE STANDARD COS VOLUME Markup Price $ Price $ (E)/ECR*365 DESCRIPTION JNIT OF MEASUR (A) (D) (E)=(A)*(D) /Days/0.9 $35.00/EACH 10.0000 10.00 17,443.25
ZBA002 SUB LEVEL 1 - Work Comp Tiert: 1 to 1 1 10.0000 10.00 17,443.25 ZBA002 SUB LEVEL 1- Housing Authority Acct Tier2: 2 to 5 10.0000 10.00 17,443.25 ZBA002 SUB LEVEL 1 Tler3: 6 to 10 5 0.0000 0.00 0.00
ZBA002 SUB LEVEL 1 Tier4: 11 to 999,999,999 35 0.0000 0.00 0.00 SUBTOTAL 30.00 52,329.75
MONTHLY SERVICE TOTAL 15,633.34 27,269,625.33
SETUP AND ONE-TIME FEES-USE $25K CONVERSION CREDIT
CPY001 ACH DIRECT SEND SETUP FEE $250/1-TIMECHRG 250.0000 250.00 436,081.24 CPY401 ACH WEB SETUF $200.00/SET UP 200.0000 200.00 348,864.99 EPA001 EPA SETUP $50.00/SET UP 50.0000 15000 87,216.25
EPA007 EPA TRADING PARTNER SETUP PER INSTRUCTION 15.0000 26,164.87 ICK111 ICL SET-UP - DIRECT SEND $250/SET UP 250.0000 250.00 436,081.24 ICK211 REMOTE DEPOSIT SVC SET UP $125/SET UP 125.0000 125.00 218,040.62 ICK216 RD SCANNER P50/100 PURCH At Cost (estimate $4,000) 1,000.0000 4,000.00 6,977,299.88 RET400 WEB RI LOC/ACCT SETUP 0.0000 - 0.00 0.00
SETUP AND ONE-TIME FEES TOTAL 1,890.0 8,529,749.10
Option #1 -DIRECT PAYMENT OF SERVICE CHARGES $15,633.68 / Monthly $187,604.16 / Annual Option #2 - VARIABLE COMPENSATING BALANCE Excess Excess AETHOD- based on $30MM mo avg balances at 0.7!
and NO 10% reserves
CONTRACT:
> 5 YEARS FIX with option to renew single (5) years with fees negotiated. > CONVERSION ALLOWANCE: $25,000 TO BE USED WITHIN 6 MONTHS > ANALYSIS SETTLEMENT: MONTHLY OR QUARTERLY COMPENSATION > FAD FIX ECR RATE at 0.75% with no reserves - Quaterly review of Government ECR Rate This Pro Forma Account Analysis is an estimate based on assumptions about the services and volumes that will be used. Every effort has been made to provide an accurate estimate, but actual usage may vary and cause the results to differ. We reserve the right to bill for services that are not included in the above estimate if the applicable services are implemented by the bank and utilized by you.

Precared by: Vincent Tabata
A9 of 03/4312017 07:99 A:

Business intelligence/Customer Analytics 6 Printed @ 0:50 PM cn 3/15/3017 File: 0.75 30MM - BAFO 8 11 17 CLIENT BID SHEET SANTA MONICA Of 10 17 (2) - GOV Prics Macel Exhibit C
Insurance Requirements and Verifications
Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees or subcontractors.

Minimum Scope/Limits of Insurance
Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal and advertising injury, with limits of no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), or if the Consultant has no owned autos, Code 8 (hired) and Code 9 (non- owned), with limits of no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers' Compensation: Workers' Compensation insurance as required by the State of California, with Statutory Limits and Employers' Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease (see footnote #1).

4. Professional Liability: Insurance appropriate to the Consultant's profession with a limit of not less than $1,000,000 each claim/$2,000,000 in the annual aggregate (see footnote #2).

If the Consultant maintains higher limits than the minimums shown above, the City of Santa Monica requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Santa Monica.

Other Insurance Provisions

1. The policies are to contain, or be endorsed to contain, the following provisions:
a. Additional Insured Status (CGL): The City of Santa Monica, its officers, officials, employees and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Consultant including materials, parts or equipment furnished in connection with such work or operations.
b. Primary Coverage (CGL, Auto, and Professional Liability): For any claims related to this contract, the Consultant's insurance shall be primary as respects the City of Santa Monica, its officers, officials, employees and volunteers. Any insurance or self- insurance maintained by the City of Santa Monica, its officers, officials, employees or volunteers shall be in excess of the Consultant's insurance and shall not contribute with it.
c. Notice of Cancellation (all policies): Each insurance policy required herein shall state that coverage shall not be cancelled except after notice has been given to the City of Santa Monica by the Consultant.
d. Waiver of Subrogation (all policies): Consultant hereby grants to the City of Santa Monica a waiver of any right of subrogation which any insurer of said Consultant may acquire against the City of Santa Monica by virtue of payment of any loss.

Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Santa Monica has received a waiver of subrogation endorsement from the insurer.

Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to the City of Santa Monica.

Claims Made Policies

1. If the Professional Liability policy provides "claims made" coverage:
a. The Retroactive Date must be shown, and must be before the date of this Agreement or the start of work.
b. The insurance must be maintained and evidence of insurance must be provided for at least 5 years after completion of work.
c. If the policy is cancelled or not renewed, and not replaced with another "claims made" policy form with a Retroactive Date prior to the effective Agreement date, the Consultant must purchase "extended reporting" coverage for a minimum of 5 years after completion of work.

Verification of Coverage
Consultant shall furnish a link to an electronic memorandum of insurance, including Blanket Additional Insured wording.

Failure to Maintain Insurance Coverage
If Consultant, for any reason, fails to maintain insurance coverage which is required pursuant to this Agreement, the same shall be deemed a material breach of contract. The City of Santa Monica, at its sole option, may terminate this Agreement and obtain damage from the Consultant resulting from said breach. Alternatively, the City of Santa Monica may purchase such coverage (but has no special obligation to do so), and without further notice to the Consultant, the City may deduct from sums due to the Consultant any premium costs advanced by the City for such insurance.

Subcontractors
Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein. All exceptions must be approved in writing by the Risk Manager.

Footnotes
#1: Workers' Compensation insurance coverage is not required if the Consultant does not have employees. The Consultant must, however, execute the City's Workers' Compensation Coverage Exemption Declaration Form.
#2: Professional Liability insurance is required if the Consultant is providing a professional service regulated by the State (e.g., insurance agents, doctors, lawyers, architects, engineers, certified public accountants, etc.). However, some Consultants, such as software designers, claims administrators, or human resources professionals, should also carry Professional Liability insurance. Contact Risk Management for guidance.

Santa Monica City CouncilDecember 13, 2022

Santa Monica City Council
December 13, 2022